By Laws

ARTICLE I NAME AND PURPOSE

Section 1. The name of the Club shall be Paws for Love.

Section 2. The purpose of the Club shall be:

a) to provide pet therapy services without remuneration to health-care facilities where it would be beneficial to patient care.

b) to assist health-care professionals in facilitating patient recovery through the use of certified therapy dogs.

c) to promote the benefits of the human/animal bond.

d) to devote all profits accruing to the Club to the above purposes or to make specific bequest to such charitable or civic organizations as shall be approved by a majority vote of those in attendance and voting at a Club meeting; and under no circumstances to pay a salary, fee, commission or dividend to any member.

e) to promote literacy through the Paws to Read program. Section 3. The Club shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the Club shall inure to the benefit of any member or individual. Section 4. The members of the Club shall adopt and may from time to time revise such by-laws as may be required to carry out these purposes.

ARTICLE II MEMBERSHIP

Section 1. Eligibility. Any person who subscribes to the purposes of this Club shall be eligible to become a member of this Club. There shall be three types of membership: active, support and junior.

a) Active members are encouraged to attend and vote at Club meetings and to hold office in this Club. Active members shall: 1. have a certified therapy dog in good standing with a national therapy dog organization, participating in therapy visits. 2. be working toward their therapy dog certification, or 3. make another type of contribution to the Club that the Board of Directors deem to merit active status.

b) While all members are encouraged to be active, those who do not desire or are unable to be active members may become support members. Support members shall neither vote, nor hold office in this Club.

c) Junior members are members under age 16. Junior members must be accompanied by another responsible adult while on therapy dog visits. Section

Section 2. Dues. Membership dues shall be determined by vote of the membership upon recommendation by the Board of Directors and shall be payable on or before the first day of January of each year. No member may vote whose dues are not paid for the current year. During the month of February, the Treasurer shall send to each member a dues reminder for the ensuing year.

Section 3. Application for Membership. Each applicant for membership shall apply on a form as approved by the Board of Directors and which shall lprovide that the applicant agrees to abide by these bylaws and Paws for Love membership guidelines and those of the national pet therapy organization to which he/she belongs. Accompanying the application, the prospective member shall submit dues payment for the current year and other information as required by the Board of Directors. Dues received after October 1 shall be applied to the following year. All applications are to be filed with the Secretary. Applicants shall become members upon receipt of a completed application and dues for the current year.

Section 4. Termination of Membership. Memberships may be terminated:

a) by resignation. Any member in good standing may resign from the Club upon written notice to the Secretary; but no member may resign when in debt to the Club. Resignation does not absolve the member of the responsibility of debts outstanding.

b) by lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid for 90 days after the first day of the fiscal year; however, the Board may grant an additional 90 days of grace to such delinquent members in meritorious cases. In no case may a person be entitled to vote at any Club meeting whose dues are unpaid as of the date of that meeting.

c) by expulsion. A membership may be terminated by expulsion for conduct that endangers or threatens any person or dog, or for conduct that is in conflict with the stated purposes of the Club. The expulsion shall be considered at a Special Board Meeting, called in accordance with Article III, Section 2. The member being considered for expulsion must be notified in writing of the cause for expulsion and the date of the Special Meeting of the Board. The member being considered for expulsion may attend the Special Meeting. Expulsion requires a three-fifths vote of the Board.

ARTICLE III MEETINGS

Section 1. Meeting of members. Meetings of the membership for any purpose or business shall be called at any time by the President upon resolution of the Board of Directors. There shall be at least one meeting annually, which shall be designated the Annual Meeting. Officers for the coming year shall be elected at the Annual Meeting. All meetings shall be open to the public.

a) Notification of meetings. Written notification of meetings shall be given to each member entitled to attend that meeting. Written notice of such meetings shall be mailed by the Secretary at least ten working days and not more than thirty days prior to the date of the meeting. Such a mailing shall constitute due and legal notice to a member.

b) Quorum. Members present at any meeting constitute a quorum for the transaction of business. Every act or decision made by a majority (50% plus 1 member) of the members present at a meeting duly held shall be regarded as a valid action of the membership, unless a greater number is required by law.

c) Special Club Meetings. Special Club meetings may be called by the President or by a majority vote of the members of the Board of Directors who are present and voting at any regular or special meeting of the Board, or by the Secretary upon receipt of a petition signed by five of the Club members who are in good standing. Such special meeting shall be held at such hour and place as may be designated by the person or persons authorized herein to call such meetings. Written notice of such meetings shall be mailed by the Secretary at least five working days and not more than thirty days prior to the date of the meeting; and said notice shall state the purpose of the meeting and no other Club business may be transacted thereat.

d) Voting. Each active member in good standing, whose dues are paid for the current year, shall be entitled to one vote at any meeting of the Club at which she is present. Proxy voting will not be permitted at any Club meeting or election.

e) Conduct of Meetings. The meetings shall be conducted as indicated in Article V, Section 5.

Section 2. Meetings of the Board of Directors. The Board of Directors shall meet as needed to conduct the business of this Club. A phone poll of the members of the Board may be taken to conduct routine business.

a) Quorum. The presence of three-fifths of the Directors shall constitute a quorum for the transaction of business. Every act or decision made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as a valid act of the Board. In case of a poll, a majority vote is required for every act or decision.

b) Special Board Meetings. Special Meetings of the Board of Directors may be called by the President or by the Secretary upon request by at least three-fifths of the Board of Directors. Such special meeting shall be held at such hour and place as may be designated by the person authorized herein to call such a meeting. Notice of such meeting shall be given by the Secretary prior to the time of the meeting and no other business shall be transacted thereat. A quorum for such a meeting shall be three-fifths of the Board of Directors.

ARTICLE IV DIRECTORS AND OFFICERS

Section 1. Board of Directors. The Board shall be comprised of five members: The President, Vice-President, Secretary, Treasurer and one other person. All Board members shall be elected for one year terms at the Club's annual meeting as provided in Article V. General management of the Club's affairs shall be entrusted to the Board of Directors.

Section 2. Officers. The Club's Officers shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings.

a) Qualifications to be an Officer. Any active member of the Club is eligible to be nominated for an office. A member need not be a member of the Board of Directors at the time of nomination for office. Officers may succeed themselves.

Section 3. Names of Officers. The Officers of the Club shall be a President, a Vice-President, a Secretary and a Treasurer. Other Officers may be added by the Board of Directors.

a) The President shall preside at all meeting of the Club and of the Board of Directors, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these by-laws. The President will automatically serve as a board member for the year following her term in office in order to provide a smooth transition from the Board of Directors of one year to another.

b) The Vice-President shall have the powers and exercise the duties of President in case of the President's death, absence or incapacity.

c) The Secretary shall keep or cause to be kept a record of all meeting of the Club and the Board of Directors and of all matters of which a record shall be ordered by the Club. She shall have charge of the correspondence, notify members of meetings, notify Officers and Directors of their election to office, keep a roll of the members of the Club with their addresses and carry out such other duties as prescribed in these by-laws.

d) The Treasurer shall collect and receive all moneys due or belonging to the Club and receipt therefore. She shall deposit the same in a bank satisfactory to the Board of Directors, in the name of the Club. Her books shall at all times be open to inspection of the Board of Directors and she shall report to them at every meeting the condition of the Club's finances and every item or payment not before reported; and at the annual meeting she shall render an account of all moneys received and expended during the previous fiscal year.

e) The offices of Secretary and Treasurer may be held by the same person in which case the Board of Directors shall be comprised of the Officers and two other persons. Section 4. Vacancies. Any vacancies occurring on the Board or among the Officers during the year shall be filled until the next annual election by a majority vote of all the then members of the Board of Directors at its first regular meeting following the creation of such vacancy, or at a Special Board meeting called for that purpose; except that a vacancy in the office of President shall be filled automatically by the Vice-President and the resulting vacancy in the office of the Vice-President shall be filled by the Board of Directors.

ARTICLE V THE CLUB YEAR, ANNUAL MEETING & ELECTIONS

Section 1. Club year. The Club's fiscal and official year shall begin on the first day of January and end on the thirty-first day of December.

Section 2. Annual Meeting. The annual meeting shall be held in the month of January at which Officers and board members of the ensuing year shall be elected by voice vote from among those nominated in accordance with Section 4 of this article. If the voice vote is not clear or anyone objects to the voice vote, a written ballot shall be taken. Officers and board members shall take office the first day of February, and each retiring officer shall turn over to his/her successor in office all properties and records relating to that office before the first board meeting in February.

Section 3. Elections. The nominated candidate receiving the greatest number of votes for each office shall be declared elected.

Section 4. Nominations. No person may be a candidate in a Club election who has not been nominated. During the annual meeting, nominations shall be made from the floor by any member in attendance provided that the person so nominated does not decline when his/her name is proposed, and provided further, that if the proposed candidate is not in attendance at this meeting, his proposer shall present to the secretary a written statement from the proposed candidate signifying his/her willingness to be a candidate.

Section 5. At meetings of the Club, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:

1. Introduction of those in attendance.

2. Speaker when a guest speaker is scheduled.

3. Report of the Secretary (reading and approval of minutes from the last meeting).

4. Report of the Treasurer.

5. Unfinished business.

6. New business/announcements.

Section 6. At meeting of the Board, the order of business, unless otherwise directed by the majority vote of those present, shall be as follows:

1. Report of the Secretary (reading and approval of minutes from the last meeting).

2. Report of the Treasurer.

3. Unfinished business.

4. New business/announcements.

5. Plan agenda for the next general meeting.